PLOT:On the Starship UK in the 33rd century, school children are in class. A boy called Timmy does not want to line up; his friend Mandy says he has to. He stands behind everyone else, where they are waiting for a Smiler to give them their result. When it gets to Timmy's turn, the Smiler says he is a bad boy, its face changes, and says he gets a zero. As the students walk out the classroom, Mandy tells Timmy that can't take the vator, as he got a zero. She enters the vator with everyone else, and the doors close. Not wanting to walk twenty floors to London, Timmy enters a second vator. Instead of heading to London, the vator drops to Floor 0, and the floor opens as the Smiler in the vator shows its anger.

Amy gets a closer look into space.The Doctor is showing Amy space above the Starship UK; she is suspended in space, with the Doctor in the TARDIS holding her ankle. The Doctor notices Starship UK and as he brings Amy back in, he informs her that in the 29th Century, solar flares roast the Earth and the entire Human race moved out until it was all over. While they admire the ship's infrastructure, he states that they are observers only and they cannot get involved, all the while watching Mandy silently crying on the monitor. Amy begins to inquire whether it's hard to be "just an observer", only to notice the Doctor speaking to Mandy. She exits the TARDIS and is surprised and astounded by everything around her. They explore an area known locally as London Market, with the Doctor encouraging Amy to notice all sorts of changes. The Doctor approaches a man with a glass of water and places it on the floor for a brief moment, only to put it back on the table. He informs Amy that it is a police state and that the Government controls everything. The Doctor spots Mandy crying and they go up to her only to be followed by a dark robed individual. The man phones Hawthrone, controller of the Smilers.

The Doctor and Amy notice Mandy Tanner.He phones to report that he has seen the Doctor.Hawthorne then calls a cloaked woman saying that there has been a sighting of someone looking at the water. The woman has a Porcelain Mask with her and says she will have a look with the monitors.

The Doctor tells Amy that the girl is not receiving attention from any of the adults, which means that something is wrong and they know about it. He tells Amy that the adults are afraid of something. The Doctor then encourages Amy to pursue the girl.

Amy finds Mandy, they find a booth that is sealed of, Amy tries to enter it, only to find Mandy saying, they are not supposed to talk about the Smilers and "Below". Mandy asks Amy whether she's Scottish, and then informs Amy that Scotland possess their own craft, which amuses her, all the while the Smiler's face changes from frowning to angry. As Amy infiltrates the tent, she discovers a giant tentacle rising from below, which proceeds to attack her. She escapes, only to find that four robed men have surrounded her, who put her to sleep, in front of Mandy.

The Doctor climbs down a ladder, and, after examining the surrounding area, meets a masked woman who calls herself Liz 10. She seems to be conducting similar investigations to the Doctor, though confusingly was made aware of the Doctor's presence in the first place by a mysterious man seemingly linked to the various hooded figures previously seen. She gives the Doctor a device which she says will lead him to Amy.

Amy, meanwhile, regains consciousness in a small room which is revealed to be a Voting Booth. A machine with TV screens scans Amy, identifies her and reveals her age to be 1,306 years old, which amuses her, and her marital status to be "unknown", which unsettles her.

Amy's message to herself.The screen she is watching then shows a man in a smart suit who tells her that she will now be shown the truth of the spaceship's travels, and afterwards she will be faced with a choice of whether to "Forget" everything she's learned in the booth, or to "Protest", which might have terrible consequences for everyone on board. She sees the film, which shows an extremely fast succession of subliminal images, suggesting a huge inflow of information into Amy's mind. After the film, Amy quickly chooses to "Forget". An image of Amy herself then appears on the screen, telling herself to send the Doctor back and stop him investigating anything.

The Doctor comes into the room and deduces that a machine in the lamp above her head has made her forget everything she learned in the last twenty minutes. The machine then tries to scan the Doctor but is not able to because, he suspects, it knows he is not human, leading Amy to discover the Doctor is not human. When she states he looks human, he merely responds that she "looks Time Lord", but they came first. When she inquires whether there are more of them, the Doctor informs her that there are no other Time Lords, simply because there was a "bad day".

After tinkering with the machine to no avail, the Doctor presses the 'Protest' button, which causes the door to shut and the floor to roll back, sending him and Amy hurtling down a chute to the same red abyss the boy Timmy fell into at the start of the story. They land in some red liquid, apparently containing food refuse. The Doctor tells Amy that this is the tongue of a large beast, presumably anyone who chooses to protest is eaten by the beast. He then uses his Sonic Screwdriver to make the owner of the tongue vomit the Doctor and Amy out.

The Doctor and Amy in the Star Whale's mouth.As they are thrown out of the beast's mouth with the vomit, the Doctor cries 'Geronimo' while Amy screams.They land into a sort of pipe where they are confronted with a door and another "Forget" switch. Presumably if they press the switch they will forget what they have just seen and be readmitted into the main part of the ship. On refusing to press the switch, two watching Smilers not only rotate their heads to show their angry face, but also open the door of the booths and to the astonishment of the Doctor and Amy, stand up and start to chase them. They are rescued by Liz 10, who has followed the Doctor using the device she gave him earlier, and who has a gun capable of temporarily disabling the smilers.

Liz 10 reveals herself to be Queen Elizabeth the Tenth of the United Kingdom. The Doctor deduces that the creature who owns the tongue is sending out roots, like the tentacle that Amy discovered in the workman's tent. It is initially suggested the creature has infested the ship and is a threat. Liz 10, who has the girl Mandy with her, explains that she has been investigating the creature for ten years, since she came to the throne aged forty (she says she looks younger than her fifty years because they "slowed her body clock"), because she believes her government are conspiring against her, and feeding her subjects to the beast. She explains that while investigating she wears the mask to hide her identity. The Doctor notes the mask has been made to fit her perfectly so it stays on by itself.

The Doctor wonders about Liz's mask.The mysterious man is made aware that the Queen is close to uncovering the creature conspiracy, and he tells a hooded man to start a pre-agreed protocol. The Doctor, Amy, Liz 10 and Mandy are then captured by hooded figures. When the Queen protests the men's faces rotate to reveal them to be half-human and half-smilers.

They are taken to the Tower of London in the bowels of the ship where Liz 10 meets the mysterious man, who is called Hawthorne, and who seems to be a senior member of the government. It is discovered that the ship has no engine because a Star Whale is providing its power and propulsion, goaded by a ray penetrating its brain and hurting the creature. The Doctor and Liz 10 are outraged at the cruelty being unleashed onto the Star whale, with the latter demanding it be set free. Hawthorne insists he is simply obeying orders from a higher authority, implying Liz 10 herself is that higher authority. He also reveals that while the creature will eat adults sent falling into its mouth, it will never hurt children.

The Doctor then deduces that Liz 10 has actually been Queen for hundreds of years (and not ten as she said), but has chosen to forget her past years of rule whenever she discovers the truth about the Star Whale. He has deduced this because the Queen's mask is hundreds of years old, yet was clearly made specifically for Liz 10. A video of Liz 10 is then played confirming this to be true.

In it, she explains how the British people faced destruction when Planet Earth was devastated by solar flares, and that the British children cried. Then the Star whale - thought to be the last such creature in the universe - appeared like a "miracle", and they captured it and used it to power their space ship. Liz 10 is then presented with two buttons, but instead of "Protest" the second button says "Abdicate". Pressing that button would release the Star whale and destroy the ship and all who are on board.

"You don't ever decide what I need to know."The Doctor, after allowing the humans present to hear the Star Whale's screams of pain by using his sonic screwdriver, then takes control and tells the assembled people that he has no choice but to kill the conscious functions of the creature in order to avoid its feeling pain and to avoid killing the humans. He says this is a horrible solution, but better than killing all the humans on board or allowing the Star Whale to continue to feel horrific pain. He expresses anger with all the humans who allowed this to happen, and with righteous indignation tells Amy off for pressing the 'Forget' button, even though she probably did so to prevent him from having to make such a difficult decision regarding the fate of the whale and humanity. He then tells Amy that when he's "done here, you're going home".

But as the Doctor sets up the large shot of power to make the space whale brain dead, Amy remembers the Doctor's encouragement to her in the previous story The Eleventh Hour to 'notice everything' and spots that while the Star Whale's tentacles attack adults they do not attack children, rather the tentacles caress and play with them. She then realises the Star Whale is in fact benevolent, and has been voluntarily paddling the ship for the humans. She presses the 'Abdicate' button and the stimulus to the brain of the creature stops. However, the creature continues to power the ship and Hawthorne observes that they have, in fact, increased speed.

Explaining her deduction, Amy says that "if you are very old and the last of your kind", like the star whale (although she is looking at the Doctor as she says this), that "you couldn't just stand there and watch the children cry". The Doctor and Amy are reconciled, and disappear without saying goodbye and hurry back to the TARDIS.

Amy is about to reveal to the Doctor that she is engaged to be married when the phone in the TARDIS rings; it's the Prime Minister, Winston Churchill, who is in a spot of bother, as the shadow of a Dalek glides into view. The Doctor and Amy set off to help Churchill. As the Space Whale continues to guide humanity through the stars, another crack in the universe glows within the hull of the ship...

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